[Form 4] M&T BANK CORP Insider Trading Activity

Rhea-AI Filing Summary

Robert E. Sadler Jr., a director of M&T Bank Corporation (MTB), reported multiple changes in his beneficial ownership on Form 4. The filing shows a 09/24/2025 gift of 1,000 shares of common stock (Transaction Code G) transferred for no consideration, and several holdings reported as disposed or held indirectly: 19,013 shares disposed, 23,070 shares held indirectly by his wife, 18,398 shares held in the Sadler Family Foundation (trustee with voting and dispositive power), and 31,295 shares held in a Grantor Retained Annuity Trust (GRAT) of which he is trustee. The form is signed by an attorney-in-fact on 09/26/2025.

Insights

Securities Analyst

TL;DR: Routine insider gift and trust reporting; ownership largely held indirectly through family and trusts.

The Form 4 discloses a gift transfer of 1,000 common shares and multiple indirect holdings via spouse, a family foundation, and a GRAT. These entries reflect estate and family planning activity rather than open-market trading. The reporting person disclaims pecuniary interest in the foundation-held shares while retaining trustee voting and dispositive power, which is material to control analysis. No purchases or cash sales are reported that would indicate liquidity events.

Corporate Governance Expert

TL;DR: Governance note — trustee voting power retained; disclosures align with Section 16 reporting for insiders.

The filing appropriately identifies indirect ownership forms and the nature of each trust relationship, including the Sadler Family Foundation and a GRAT. Retention of voting and dispositive power over foundation shares is disclosed, which is important for assessing influence. The gift (Code G) is explicitly reported as no-consideration transfer. Overall, the filing is a routine, compliant disclosure of ownership reallocation within family/trust structures.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SADLER ROBERT E JR

(Last) (First) (Middle)

ONE M&T PLAZA

(Street)

BUFFALO NY 14203

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
M&T BANK CORP [ MTB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/24/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								19,013	D
Common Stock								23,070	I	By Wife
Common Stock	09/24/2025		G		1,000	D	$0(1)	18,398	I	See footnote(2)
Common Stock								31,295	I	By GRAT(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The reported transaction involves a transfer of securities by gift for no consideration.

2. The indicated shares are held by the Sadler Family Foundation, a charitable trust in which the reporting person has no pecuniary interest. The reporting person is a trustee of the Sadler Family Foundation and holds voting and dispositive power over the shares held by it.

3. The indicated shares are held by a Grantor Retained Annuity Trust ("GRAT") of which the reporting person is trustee and of which the reporting person and his descendants are beneficiaries. The reporting person continues to report the beneficial ownership of all of the M&T Bank Corporation common stock held by the GRAT but disclaims beneficial ownership except to the extent of his pecuniary interest therein.

Remarks:

	By: Stephen T. Wilson (Attorney-In-Fact)	09/26/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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